Director of Corporate Governance / Company Secretary
Vacancy Type:
Practice or Client:

HEAnet is Ireland’s National Research and Education Network, providing Internet connectivity and ICT shared services across all levels of the Irish education system, reaching 1,000,000 end users. HEAnet connects learners and researchers across Ireland to education resources and to fellow national educational and research networks in Europe, and the rest of the world.

HEAnet is seeking a Director of Corporate Governance / Company Secretary to join the Senior Leadership Team reporting to the Chief Executive Officer.

Role Summary
As Director of Corporate Governance / Company Secretary, you will lead the HEAnet compliance activities, DPO, procurement & contracts and Health and Safety. Group company secretary responsibilities are for the Group providing company secretarial services, corporate governance advice to both HEAnet and the EduCampus Board Chairs and Directors.

The Director of Corporate Governance / Company Secretary leads all activities within the Corporate Governance function. This function has both Group responsibilities, specific HEAnet responsibilities as well as the following:
• Create an environment for the Group which encourages innovation in corporate governance
• Provide advice and support on all other regulatory and corporate governance / compliance matters which may arise and lead where appropriate on the delivery of any requirements for the Group
• Work alongside the Head of Finance with the Group risk registers being maintained
• Ensure adherence within the Corporate Governance function to all standards, process and policies at all areas of the function as well as from a data protection, cyber security, FOI and other compliance perspectives
• Proactively ensure the highest standards of corporate governance and compliance and monitor its achievement.
• Identify complex problems and review related information to develop and evaluate options and implement solutions
• Ensure clear communication of changes which may impact the way we work, so that we meet ongoing requirements, work with other senior managers and leaders in aligning to change
• Maintain, manage, and create contracts for services provided to our clients

Key Responsibilities
Corporate Governance
The Director of Corporate Governance / Company Secretary is accountable for a range of corporate-related matters in HEAnet and EduCampus and is charged with upholding the highest standards of corporate governance, risk management oversight, probity, and accountability by ensuring processes are in place to enable both companies to comply proactively with statutory and regulatory requirements by ensuring effective, transparent, and accountable governance in line with best practice.
• The Company Secretary has several statutory and administrative duties as required by Company Law and Statute, e.g., maintaining company registers, keeping minutes of Board and Committee meetings, Companies Registration Office returns, etc.
• Contribute strategically and provide advice and guidance on corporate governance matters to the Chairs of the HEAnet and EduCampus Boards, Group Committee Chairs, Company Directors, and senior management of both companies.
• The Company Secretary is secretary to the Boards of HEAnet and EduCampus and its Group Committees and plays a key role in promoting good governance by supporting the Board and its committees to function effectively and in accordance with their terms of reference and best practice.
o The Group Company Secretary is expected to proactively manage the meeting agendas (in consultation with the Chairs) and ensure the presentation of high-quality up-to-date information in advance of meetings to enable Directors to contribute fully to Board discussions and debate and to enhance the capability of the Boards for good decision making. Following meetings, the Group Company Secretary should pursue and manage follow up actions and report on matters arising.
• Works with the Group Nomination Committee to organise the appointment of successive Board Directors and manages the induction process for new Directors.
• Accountable for the development and review of corporate governance documentation, such Board Charters, Terms of Reference for Committees, corporate governance policies., etc., and is responsible for arranging an annual evaluation of the Boards and its Committees.
• Organising an annual Corporate Governance Training and Development Programme for Boards Directors, Group Committee members, and senior management.
• Liaising with the Company Solicitor to obtain legal advice on behalf of the Boards and companies as required.
Senior Leadership
As a member of the HEAnet Senior Leadership Team, you will participate in regular management meetings and assist the team in delivering on company goals, annual objectives, and achievement of key performance indicators. You will also contribute to the development of our people, wellbeing, and demonstrate leadership through our HEAnet company and Group values.
This role will be responsible for leading the corporate governance function including the DPO & Legal Counsel and Procurement and Contracts Specialist, Corporate Governance assistant and the recruitment of a Corporate Governance Manager (company secretary). Our expectation of our leaders is to mentor, coach and support our people in their roles. We do this by focusing on people’s strengths with emphasis on people management skills and leading through our company values.
*Please note that the Procurement and Contracts specialist is a HEAnet role (focused on HEAnet only).
Building & Maintaining Close Relationships
Work in close collaboration with the
• HEAnet CEO, the Senior Leadership Team in HEAnet, and other leaders across HEAnet and EduCampus, on the successful delivery of goals and strategy:
• Head of Finance ensuring that all financial matters and corporate services matters are in sync with one another and the overall company and Group objectives and strategy.
• People Operations Director to ensure that there is a continual focus on development and progression, balanced with the needs of and values of the company.
• Technical Services Director and Schools Network Director to ensure that all compliance and legal matters are aligned to the technical services strategy and any potential new services.
• Client Services Director to ensure there is a strong understanding of our client and their needs.

The list of duties specified above is not intended to be exclusive or restrictive, and flexibility in the allocation of specific duties will be required as set down by the CEOs and Chairs of the Boards from time to time.

Qualification Level:
Required Experience:

Essential Requirements
The successful candidate must be able to demonstrate evidence of:
• Proven experience of corporate governance
• Ability to demonstrate knowledge of Irish company law and familiarity with the Companies Act 2014.
• Proven organisational skills and approach while demonstrating strong attention to detail.
• Experience of developing constructive and collaborative working relationships with others, and maintaining them over time, including communicating up to a senior stakeholder level
• Proven organisational management and people management experience
• Excellent interpersonal and communication skills, with the ability to form effective relationships across the Group and with a variety of stakeholders, particularly at Board, Chair and Director level.
• Experience at being flexible with adapting to new deadlines
• Proven ability to manage a myriad of projects to exacting deadlines.
• Experience of assimilating and analysing information quickly and accurately and to think strategically, formulate decisions and make recommendations

Desirable Requirements
• A corporate governance Diploma/ third level qualification /ICSA qualified or part qualified/or equivalent experience.
• Previous Company Secretary experience.
• Good familiarity of the Code of Practice for the Governance of State Bodies and the Charities Governance Code.
• Excellent presentation, influencing and negotiation skills.
• Knowledge of corporate governance in a public sector and charity context and an awareness of the issues, implications and current challenges facing the Irish education system.
• Demonstrated ability to provide practical solutions to complex legislative and regulatory compliance issues and to monitor their effective implementation

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